Common use of The Collateral Clause in Contracts

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture shall be secured by Liens and security interests on the Collateral to the extent provided by the Security Documents and subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Security Documents. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor Agreements), and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor Agreements), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor Agreements). (c) The Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

The Collateral. (a) Each Holder, by its acceptance The Company hereby appoints The Bank of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank New York Trust Company, National Association N.A., to act as Collateral Agent Agent, and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesDocuments. The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes Securities and the Note Guarantees thereof and performance of all other obligations under this Indenture Indenture, including, without limitation, the obligations of the Company set forth in Section 7.7, and the Securities and the Note Guarantees and the Collateral Documents, shall be secured by at least second-priority Liens and security interests on in the Collateral, in each case subject to Permitted Liens, as provided in the Collateral Documents to which the Company and the Note Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the extent provided Collateral Documents hereafter delivered as required or permitted by this Indenture, the Security Collateral Documents and subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers Company and the Note Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and in trust for the benefit of all of the Holders, the Trustee Holders and the Collateral Agent and Real Property Collateral AgentTrustee, in each case pursuant to the terms of the Security Documents, Collateral Documents and the Intercreditor Agreement and the Collateral Agent, Real Property Collateral Agent and the Trustee are is hereby directed and authorized by the Holders to execute and deliver the Security DocumentsCollateral Documents and the Intercreditor Agreement. (b) Each Holder, by its acceptance of any Notes Securities and the Guarantees thereofNote Guarantees, irrevocably consents and agrees to the terms of the Security Collateral Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateralforeclosure) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Collateral Agent terms and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor Agreements), and perform its obligations and exercise its rights, powers and discretions rights under the Security Collateral Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor Agreements), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor Agreements). (c) The Trustee, the Collateral Agent Trustee and each Holder, by accepting the Notes Securities and the Guarantees thereof Note Guarantees, acknowledges that, as more fully set forth in the Security DocumentsCollateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) Each HolderSubject to applicable law, except as otherwise expressly provided for herein, until the Senior Debt is paid and performed in full, Senior Creditor shall be entitled to deal with the Collateral in accordance with the terms of the Senior Creditor Documents as if the liens of Subordinated Creditors did not exist. The rights of Subordinated Creditors with respect to the Collateral shall at all times be subject to the terms of this Agreement. (b) Senior Creditor shall have no obligation whatsoever to Subordinated Creditors to assure that the Collateral is genuine or owned by its acceptance Company or to preserve the rights or benefits of any Notes and person or entity. Senior Creditor shall not be under any obligation to Subordinated Creditors to ascertain or to inquire as to the Guarantees observance or performance of any of the agreements contained in, or conditions of, the Senior Creditor Documents or the Subordinated Creditors Documents, or to inspect the properties, books or records of Company or any of its subsidiaries. (c) Senior Creditor shall not have any fiduciary relationship in respect of Subordinated Creditors. Subordinated Creditors shall not have a fiduciary relationship in respect of Senior Creditor. Senior Creditor makes no representations as to the value or condition of the Collateral or any part thereof, irrevocably consents and agrees as to the appointment title of U.S. Bank Trust CompanyCompany to the Collateral, National Association as to act the security afforded by this Agreement or any other document relating to the Collateral or, as to the validity, execution, enforceability, legality or sufficiency of this Agreement or any other document relating to the Collateral, and Senior Creditor shall incur no liability or responsibility in respect of any such matters. Senior Creditor shall not be responsible for insuring the Collateral, for the payment of taxes, charges, assessments or liens upon the Collateral Agent and or otherwise as to the Real Property Collateral Agentmaintenance of the Collateral. The Collateral Agent and the Real Property Collateral Agent Senior Creditor shall have no duty to Company or to the privilegesholders of any of the Subordinated Debt, powers as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Senior Creditor or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. (d) Upon the payment and immunities performance in full of the Senior Debt, Senior Creditor shall deliver to Subordinated Creditors the Collateral held or received by it, together with any necessary endorsement and any other proceeds of Collateral held by it. Senior Creditor further agrees, upon payment and performance in full of the Senior Debt, to take all other action reasonably requested by Subordinated Creditors in connection with Subordinated Creditors obtaining a first priority perfected security interest in the Collateral or as set forth a court of competent jurisdiction may otherwise direct. (e) Senior Creditor and Subordinated Creditors shall each be entitled to rely upon any certificate, notice, consent or other instrument in writing (including any facsimile transmission) believed by such person to be genuine and correct and to have been signed or sent or made by or on behalf of a proper person and shall be entitled to advice of counsel concerning all matters pertaining to this Indenture and the Security Documents. Agreement. (f) Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent Agreement and the Real Property Collateral Agent shall be ministerial and administrative in natureother documents relating to the Collateral, and the Collateral Agent and the Real Property Collateral Agent Senior Creditor shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantorthis Agreement, and no implied covenants, functions, responsibilities, duties, obligations functions or liabilities responsibilities fiduciary or otherwise shall be read into this Indenture or the Security Documents Agreement or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture shall be secured by Liens and security interests on the Collateral to the extent provided by the Security Documents and subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Security DocumentsSenior Creditor. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor Agreements), and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor Agreements), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor Agreements). (c) The Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

The Collateral. (a) Each The Issuer and the Subsidiary Guarantors hereby appoint U.S. Bank National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agentsuch appointment. The Collateral Agent and the Real Property Notes Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Notes Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent and the Real Property Collateral Agent are partiesis a party, nor shall the Collateral Agent or the Real Property Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers Issuer or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Subsidiary Guarantees thereof shall be secured by (i) first-priority Liens and security interests on the Notes Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens and Liens not securing Debt), as and to the extent provided by in the Security Documents, which the Issuer and the Subsidiary Guarantors, as the case may be, will enter into on the Settlement Date, including the Pledge and Security Agreement and the Intercreditor Agreement, and will be secured pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and subject to the Intercreditor AgreementsSecurity Documents. The Collateral will also secure the Issuer’s and the Subsidiary Guarantors’ Obligations under the ABL Credit Agreement, any Pari Passu Second Notes Lien Indebtedness and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreement and any Junior Lien Indebtedness as provided under any Junior Lien Intercreditor Agreement. The Issuers Issuer and the Subsidiary Guarantors hereby agree that the Collateral Agent and the Real Property Notes Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Notes Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Notes Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Pledge and Security Agreement, including the exhibits thereto, the Intercreditor Agreement, including any amendment thereto contemplated by Section 7.4 thereof, and the other Security Documents. (b) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Notes Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Notes Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor AgreementsAgreement), whether executed on or after the Settlement Date, and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor AgreementsAgreement), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor AgreementsAgreement). (c) The Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Agent, the Real Property Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are partiesis a party, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture shall be secured by Liens and security interests on the Collateral to the extent provided by the Security Documents and subject to the ABL Intercreditor AgreementsAgreement, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers and the Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Security Documents. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Security Documents (including, without limitation, the ABL Intercreditor AgreementsAgreement), and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the ABL Intercreditor AgreementsAgreement), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the ABL Intercreditor AgreementsAgreement). (c) The Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees Subject to the appointment provisions of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security DocumentsIntercreditor Agreement, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by lawlawful), if any, on the Notes and the Subsidiary Guarantees thereof and performance of all other obligations under this Indenture Indenture, including, without limitation, the obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens and security interests on as provided in the Collateral to Documents which the extent provided by the Security Documents and subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers Company and the Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and shall be secured by all Collateral Documents hereafter delivered as required or permitted by this Indenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Collateral Agent and (or, with respect to Possessory Collateral (as defined in the Real Property Collateral Agent Intercreditor Agreement), the Applicable Authorized Representative (as defined in the Intercreditor Agreement)) shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral AgentSecured Parties, in each case pursuant to the terms of the Security DocumentsCollateral Documents and the Intercreditor Agreement, and the Collateral Agent, Real Property Collateral Agent and the Trustee are is hereby directed and authorized by the Holders to execute and deliver the Security DocumentsCollateral Documents and the Intercreditor Agreement. (bc) Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to the terms of the Security Collateral Documents (including, without limitation, the provisions providing for foreclosure foreclosure) and release of Collateral) the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor Agreements), and perform its obligations and exercise its rights, powers and discretions rights under the Security Collateral Documents and the Intercreditor Agreement in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor Agreements), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor Agreements). (cd) The Trustee, the Collateral Agent Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees thereof thereof, acknowledges that, as more fully set forth in the Security DocumentsCollateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the TrusteeSecured Parties, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreement and actions that may be taken thereunder.

The Collateral. (a) Each The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agentsuch appointment. The Collateral Agent and the Real Property Notes Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Notes Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent and the Real Property Collateral Agent are partiesis a party, nor shall the Collateral Agent or the Real Property Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.6 and Section 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by (i) first-priority Liens and security interests on the Pari Passu Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided by in the Security Documents, which the Issuers and the Guarantors, as the case may be, will enter into on the Issue Date, and at such time, will be secured pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and subject to the Security Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the ABL Credit Facility, Pari Passu Notes Lien Indebtedness (including the Term Loan Obligations) and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement Agreements and any Junior Lien Indebtedness as provided under the Junior Lien Intercreditor Agreement, if any. The Issuers and the Guarantors hereby agree that the Collateral Agent and the Real Property Notes Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Notes Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Notes Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Intercreditor Agreements and the other Security Documents, as applicable. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Notes Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Notes Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Intercreditor AgreementsAgreements and the Junior Lien Intercreditor Agreement, if any), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewiththerewith (expressly including appearing before Spanish notaries to grant or execute any Spanish Public Document or private document related to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received (including, but not limited to, amendments or ratifications of this Indenture, the Guarantees or any other document related thereto, all the above with express faculties of self-contracting (subcontratación), sub-empowering (subdelegación) or multiple representation (multirepresentación)), (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Intercreditor AgreementsAgreements and the Junior Lien Intercreditor Agreement, if any), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor AgreementsAgreements and the Junior Lien Intercreditor Agreement, if any). (c) The Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Agent, the Real Property Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (d) For the purposes of any grant of any Lien under the laws of the Province of Québec, Canada, which may now or in the future be required to be provided by any Issuer and Guarantor, Wilmington Trust, National Association, as Notes Collateral Agent, is hereby irrevocably authorized and appointed by each of the Issuers and Guarantors hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Québec, Canada and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Each of the Holders, the Trustee and the Notes Collateral Agent, by its respective acceptance of the Notes and the Guarantees thereof, irrevocably confirms, consents and agrees to such appointment. The execution prior to the date hereof by the Notes Collateral Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other Security Documents made pursuant to the laws of the Province of Québec, Canada is hereby ratified and confirmed. Any Person who becomes a Secured Party or successor Notes Collateral Agent shall be deemed to have consented to and ratified the foregoing appointment of the Notes Collateral Agent as the Hypothecary Representative on behalf of all Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Notes Collateral Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Notes Collateral Agent in this Indenture, which shall apply mutatis mutandis. In the event of the resignation of the Notes Collateral Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Notes Collateral Agent, such successor Notes Collateral Agent shall also act as the Hypothecary Representative, as contemplated above. (e) To the extent any such Lien or security interest is not perfected by the Issue Date, the Issuers and the applicable Guarantors will use their commercially reasonable efforts to perform all acts and things that may be required, including obtaining any required consents from third parties, to have all Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Security Documents.

The Collateral. (a) Each The Issuer and the Guarantors hereby appoint U.S. Bank to act as Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agentsuch appointment. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers powers, indemnities and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are partiesis a party, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The From and after the Closing Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture Indenture, including, without limitation, the obligations of the Issuer set forth in Section 9.06 and Section 11.05 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by (i) first-priority Liens and security interests on the Notes Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided by in the Security Documents, which the Issuer and the Guarantors, as the case may be, will enter into on the Closing Date, including the Security Agreement substantially in the form attached as Exhibit G hereto and the ABL/Note Intercreditor Agreement substantially in the form attached as Exhibit H hereto, and at such time, will be secured pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and subject to the Security Documents. The Collateral will also secure the Issuer’s and the Guarantors’ Obligations under the ABL Credit Agreement and any Permitted Additional Debt that is secured on a basis pari passu with the Obligations as provided in the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement. The Issuers Issuer and the Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Security DocumentsAgreement, including the exhibits thereto, the Intercreditor Agreement and the other Security Documents to which they are a party. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Collateral Agent and authorizes and directs the Collateral Agent and the Real Property Collateral Agent (i) to enter into the Security Documents to which it is a party (including, without limitation, the ABL/Note Intercreditor AgreementsAgreement), whether executed on or after the Closing Date, and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith, (ii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the ABL/Note Intercreditor AgreementsAgreement), and (iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the ABL/Note Intercreditor AgreementsAgreement). (c) The Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.

The Collateral. (a) Each The Issuer and the Guarantors hereby appoint U.S. Bank Trust Company, National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, and the Trustee irrevocably consents and agrees to the such appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agentterms and conditions of such appointment set forth in this Indenture. The Collateral Agent and the Real Property Notes Collateral Agent shall have the privileges, powers powers, indemnities and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Notes Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent and the Real Property Collateral Agent are partiesis a party, nor shall the Collateral Agent or the Real Property Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, any Collateral Sub-Agent, the Issuers Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other obligations under this Indenture Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.6 and Section 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests on the Collateral (subject to Permitted Liens), equally and ratably with all Obligations under any other Pari Passu Notes Lien Indebtedness (including the Revolving Credit Facility Obligations), as and to the extent provided by in the Security Documents, which the Issuer and the Guarantors, as the case may be, will enter into on the Issue Date, and at such time, will be secured pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and subject to the Intercreditor Agreements, any Security Documents. The Collateral will also secure the Issuer’s and the Guarantors’ Obligations under other Pari Passu Second Notes Lien Indebtedness as provided in the Pari Passu Intercreditor Agreement and any Junior Lien Indebtedness as provided under the Junior Lien Intercreditor Agreement, if any. Notwithstanding the foregoing, Collateral that is subject to a Lien created pursuant to any Security Document governed by Swiss law shall be held by the Swiss Collateral Sub-Agent (in relation to any Security Document governed by Swiss law which provides for (i) a non-accessory security interest (nicht-akzessorische Sicherheit), the Swiss Collateral Sub-Agent will do so for itself and as indirect representative (indirekter Stellvertreter) in its own name (including as creditor of the Parallel Liability (as defined in the Pari Passu Intercreditor Agreement)) but for the benefit of all other holders of Pari Passu Secured Obligations (including the Holders) and (ii) an accessory security interest (akzessorische Sicherheit), the Swiss Collateral Sub-Agent will do so for itself (including as creditor of the Parallel Liability (as defined in the Pari Passu Intercreditor Agreement)) and as direct representative (direkter Stellvertreter) in the name and on behalf of all other holders of Pari Passu Secured Obligations (including the Holders)), and Collateral that is subject to a Lien created pursuant to any Security Document governed by Dutch law shall be held by the Dutch Collateral Sub-Agent as security for the Parallel Liability (as defined in the Pari Passu Intercreditor Agreement), in each case for the benefit of all First Lien Claimholders (including the Holders) (as defined in the Pari Passu Intercreditor Agreement). The Issuers Issuer and the Guarantors hereby agree that the Collateral Agent and the Real Property Notes Collateral Agent shall hold the applicable Collateral (other than Collateral held by a Collateral Sub-Agent) on behalf of and for the benefit of all of the Holders, the Trustee and the Collateral Agent and Real Property Notes Collateral Agent, in each case pursuant to the terms of the Security Documents, and the Collateral Agent, Real Property Notes Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Pari Passu Intercreditor Agreement, the Junior Lien Intercreditor Agreement (if any) and the other Security Documents, as applicable. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Collateral Agent and the Real Property Notes Collateral Agent and authorizes and directs the Collateral Agent Trustee and the Real Property Notes Collateral Agent (i) to enter into the Security Documents (including, without limitation, the Collateral Agreement, the Pari Passu Intercreditor AgreementsAgreement and the Junior Lien Intercreditor Agreement, if any), whether executed on or after the Issue Date, and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith, (ii) to participate in the appointment of, and consent to, one or more Collateral Sub-Agents (including the Swiss Collateral Sub-Agent and the Dutch Collateral Sub-Agent) to hold, administer and enforce Collateral governed by Swiss law or Dutch law (or the laws of any other applicable jurisdiction) granted as security for the Parallel Liability for the benefit of all First Lien Claimholders (including the Holders) in accordance with the Pari Passu Intercreditor Agreement, (iii) make the representations of the Holders set forth in the Security Documents (including, without limitation, the Pari Passu Intercreditor AgreementsAgreement and the Junior Lien Intercreditor Agreement, if any), and (iiiiv) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Pari Passu Intercreditor AgreementsAgreement and the Junior Lien Intercreditor Agreement, if any). Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any other Security Documents, the Trustee and the Notes Collateral Agent each shall have all of the rights, immunities, indemnities, privileges and other protections granted to it under this Indenture and the Security Documents (in addition to those that may be granted to it under the terms of such other agreement or agreements). In particular, in relation to any Security Document governed by Swiss law (i) which provides for a non-accessory security interest (nicht-akzessorische Sicherheit), the Swiss Collateral Sub-Agent shall enter into, execute, hold, administer and, as the case may be, release and (subject to it having become enforceable) realize any such Security Document governed by Swiss law for itself (including as creditor of the Parallel Liability (as defined in the Pari Passu Intercreditor Agreement)) and as indirect representative (indirekter Stellvertreter) in its own name but for the benefit of all other all holders of Pari Passu Secured Obligations (including the Holders), (ii) which provides for an accessory security interest (akzessorische Sicherheit), the Swiss Collateral Sub-Agent shall enter into, execute, hold, administer and, as the case may be, release and (subject to it having become enforceable) realize any such Security Document governed by Swiss law for itself (including as creditor of the Parallel Liability (as defined in the Pari Passu Intercreditor Agreement)) and as direct representative (direkter Stellvertreter) in the name and on behalf of all other all holders of Pari Passu Secured Obligations (including the Holders) and (iii) each holder of Pari Passu Secured Obligations (including each Holder) hereby releases the Swiss Collateral Sub-Agent from the restrictions of representing several parties (Doppel-/Mehrfachvertretung) or engaging in self- dealing (Insichgeschäft) and similar restrictions under any applicable law, in each case to the extent legally possible for such holder of Pari Passu Secured Obligations (including each Holder). Each holder of Pari Passu Secured Obligations (including each Holder) prevented by applicable law or its constitutional documents to grant the release from the restrictions of representing several parties (Doppel-/Mehrfachvertretung) or engaging in self-dealing (Selbstkontrahieren) shall notify the Swiss Collateral Sub-Agent without undue delay. (c) The Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more fully set forth in the Pari Passu Intercreditor Agreement, the Collateral Agreement and the other Security Documents, the Collateral as now or hereafter constituted shall be held also by and/or for the benefit of all the Holders, the Collateral Agent, the Real Property Notes Collateral Agent and the Trustee, and that the Lien of this Indenture Indenture, the Collateral Agreement and the other Security Documents in respect of the Trustee, the Notes Collateral Agent, any Collateral Sub-Agents (including the Real Property Swiss Collateral Sub-Agent and the Dutch Collateral Sub-Agent) and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (d) For the purposes of any grant of any Lien under the laws of the Province of Québec, Canada, which may now or in the future be required to be provided by any Issuer and Guarantor, U.S. Bank Trust Company, National Association, as Notes Collateral Agent, is hereby irrevocably authorized and appointed by the Issuer and the Guarantors hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Québec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Québec, Canada and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Each of the Holders, by its respective acceptance of the Notes and the Guarantees thereof, the Trustee and the Notes Collateral Agent irrevocably confirms, consents and agrees to such appointment. The execution prior to the date hereof by the Notes Collateral Agent in its capacity as the Hypothecary Representative of any deed of hypothec or other Security Documents made pursuant to the laws of the Province of Québec, Canada is hereby ratified and confirmed. Any Person who becomes a Secured Party or successor Notes Collateral Agent shall be deemed to have consented to and ratified the foregoing appointment of the Notes Collateral Agent as the Hypothecary Representative on behalf of all Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Notes Collateral Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Notes Collateral Agent in this Indenture and the other Notes Documents, which shall apply mutatis mutandis. In the event of the resignation of the Notes Collateral Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Notes Collateral Agent, such successor Notes Collateral Agent shall also act as the Hypothecary Representative, as contemplated above. (e) To the extent any such Lien or security interest is not perfected by the Issue Date, the Issuer and the applicable Guarantors will use their commercially reasonable efforts to perform all acts and things that may be required, including obtaining any required consents from third parties, to have all Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Security Documents.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent Trustee shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting partiesDocuments. The due and punctual payment of the principal of, premium, if any, of and interest on the Notes and the Guarantees thereof Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof Securities, and performance of all other obligations Security Obligations of the Company and the Subsidiary Guarantors to the Securityholders, the Trustee or the Collateral Trustee under this Indenture shall be secured by Liens Indenture, the Securities and security interests on the Collateral Documents, according to the extent terms hereunder or thereunder, are secured as provided by in the Collateral Documents, which define the terms of the Liens that secure the Security Documents and Obligations, subject to the Intercreditor Agreements, any Pari Passu Second Lien Intercreditor Agreement and any Junior Lien terms of the Intercreditor Agreement, and provide that such Liens are at least fourth-priority Liens, subject to Permitted Liens. The Issuers Company and the Subsidiary Guarantors hereby agree that the Collateral Agent and the Real Property Collateral Agent Trustee shall hold the applicable Collateral on behalf of and in trust for the benefit of all of the Holders, the Trustee Holders and the Collateral Agent and Real Property Collateral AgentTrustee, in each case pursuant to the terms of the Security DocumentsCollateral Documents and the Intercreditor Agreement, and the Collateral Agent, Real Property Collateral Agent and the Trustee are is hereby directed and authorized by the Holders to execute and deliver the Security DocumentsCollateral Documents and the Intercreditor Agreement. (b) Each Holder, by its acceptance of any Notes and the Guarantees thereofSecurities, irrevocably consents and agrees to the terms of the Security Collateral Documents (including, without limitation, including the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement, as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, agrees and that it shall not be entitled to the appointment benefits of the Collateral Agent Documents, the Intercreditor Agreement or this Indenture except pursuant to the terms and conditions thereof and hereof, and each Holder irrevocably appoints the Real Property Collateral Agent Trustee and authorizes and directs the Collateral Agent Trustee and the Real Property Collateral Agent (i) Trustee to enter into the Security Documents (including, without limitation, the Intercreditor Agreements), and perform its their respective obligations and exercise its rights, powers and discretions their respective rights under the Security Collateral Documents and the Intercreditor Agreement in accordance therewith, (ii) make together with such powers as are reasonably incidental thereto; provided, however, that if any of the representations provisions of the Collateral Documents or the Intercreditor Agreement limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. Subject to the provisions of the Intercreditor Agreement, the Collateral Trustee is authorized to receive any funds for the benefit of the Holders set forth in distributed under the Security Documents (including, without limitation, the Intercreditor Agreements)Collateral Documents, and (iii) bind to make further distributions of such funds to the Holders on according to the terms as set forth in the Security Documents (including, without limitation, the Intercreditor Agreements)provisions of this Indenture. (c) The Trustee, the Collateral Agent Trustee and each Holder, by accepting the Notes and the Guarantees thereof Securities, acknowledges that, as more fully set forth in the Security DocumentsCollateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent, the Real Property Collateral Agent Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee, the Collateral Agent, the Real Property Collateral Agent Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents and the Intercreditor Agreement and actions that may be taken thereunder. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be required by Section 13.3, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and Subsidiary Guarantees secured hereby, according to the intent and purposes herein expressed.